1. Edson Legal BV/SRL.

Edson Legal BV/SRL is a limited liability company (“besloten vennootschap”/”société à responsabilité limitée”, “BV”/SRL”), incorporated under Belgian law, registered with the Crossroads Bank for Enterprises in Brussels under the number 0777.537.251, and having its  registered office at Tweekerkenstraat 45 Rue des Deux Eglises, 1000 Brussels in Belgium, for the purpose of practicing law (“advocatuur”/”profession d’avocat”). 

Edson Legal BV/SRL is hereafter referred to as “Edson”.

  1. Scope and Applicability.

These General Terms and Conditions apply to every instruction by the client as accepted by Edson, and all work and services performed by or on behalf of Edson for the client (the “Services”). Entrusting Edson with a matter implies the client’s acceptance of these General Terms and Conditions for such matter as well as for any follow-up and new matters.

These General Terms and Conditions can (but must not) be accompanied by an Engagement Letter, describing in more detail the scope of the Services and/or any specific conditions. In the event of any discrepancy between the Engagement Letter and the General Terms and Conditions, the Engagement Letter shall prevail.

Edson can amend these General Terms and Conditions from time to time within the bounds permitted by law.  In such case the client will be informed in due course and four weeks after the moment of notification, if the client has not explicitly objected, the amended Terms and Conditions will apply to pending and future matters. The latest version of the General Terms and Conditions can be consulted at all times on Edson’s website.

  1. Independence and Ethics.

Edson is an independent law firm. All lawyers who perform the Services are registered with either the Dutch or the French language section of the Brussels Bar Association.

These General Terms and Conditions apply also to the advantage of the directors, managers and shareholders of Edson, and all persons who work or have worked for Edson, whether as a lawyer, trainee, employee, advisor, or in any other capacity whatsoever.

All Services by Edson are performed in strict compliance with the applicable deontological rules of the Code of Ethics for Lawyers. 

  1. Fees and Hourly Rates.
  • Hourly Rates.

Unless explicitly otherwise agreed in an Engagement Letter or in another type of written agreement, the Services will be charged on a time spent basis in accordance with Edson’s standard hourly rates. An overview of these standard hourly rates is available on request. Edson reserves the right to review its standard hourly rates periodically, and at least once every year.  

  • Fee Estimates and Transparency.

If Edson provides, in an Engagement Letter or otherwise, a “forward looking assessment”, “indication” or any other type of estimated fee budget, such estimate has been given in good faith, and based on certain assumptions such as the complexity and novelty of the work and/or the requested deadlines. An estimated fee budget will in no circumstance be binding on Edson.  

Edson is keen on transparency and proactivity and will endeavor to keep the client informed on the evolution of the work and associated fees through regular updates. If an estimated fee budget is likely to be materially exceeded, Edson will notify the client immediately.  However, Edson will only cease or suspend activities upon explicit instruction by the client.

  • Alternative Fee Arrangements.

As set out above, by default the relationship with the Client shall be governed by the billing of Edson’s services at hourly rates.  However, in express and written deviation of this default rule, the parties may agree to an alternative fee arrangement.  The following conditions will apply as the case may be to the relevant arrangement:

  • Fixed budget arrangement.

For a particular consultancy project or litigation matter , the Client and Edson may agree that payment for the Services will be invoiced based on a fixed budget which will be set by mutual agreement of the parties in good faith, and will be subject to the following: 

  1. For the fixed budget, Edson and the Client will agree on specific deliverables and scope.  In case either Edson or the Client wish to change said deliverables or scope, a new budget shall be negotiated in good faith.  Edson is entitled to cease or suspend activities and ask the Client for clarification in case an employee or representative of the Client gives informal instructions that deviate from the agreed deliverables and scope.
  2. The fixed budget will be based on the particulars of the case and on any documentation as provided and as disclosed by the Client to Edson.  In addition, the Client and Edson may agree on specific assumptions against which the fixed budget is defined.  In case new particulars or documentation arise, or in case the assumptions made are not validated, (i) the Client and Edson shall endeavor to agree in good faith on a new budget; (ii) in case no agreement is reached Edson is allowed to invoice the Client for the additional of hours of work above the fixed budget.
  3. In case that exceptional circumstances occur and the Services to be provided by Edson exceed the initially estimated hours of work (on which the fixed budget was based) by more than 15%, Edson is allowed to invoice the Client for the additional hours of work based on its standard hourly rates.
  • Success fee arrangement.

Edson is open to discuss success fees arrangements with its Clients, provided these (i) are compliant with the applicable ethics rules; and (ii) contain a clear definition of milestones and “success”.

  • Hourly rates with a cap.

For a particular matter, the Client and Edson may agree that payment for the Services will be invoiced based on a per-hourly rate basis in accordance with the agreed standard hourly rates but with a cap. 

In such circumstances, the following additional conditions are agreed: 

  1. The amount to be invoiced by Edson for Services provided in connection with such matter will not exceed a certain amount (‘cap’), to be agreed upfront between the Client and Edson.  
  2. Edson will inform the Client when 50% and 75% of the cap provided above for the respective matter is reached. 
  3. The cap limits may be amended by mutual agreement of the parties in good faith in case that exceptional circumstances occur and the work to be provided by Edson substantially differs of any reasonable estimates that a diligent firm may have completed in advance.
  • Blended rates.

Edson and the Client can agree that payment for the Services is invoiced on a blended hourly rate, independent of the individual lawyer who is providing the Services.

  • VAT.

All Services are subject to Belgian VAT at the applicable rate (currently 21%) on condition that such Services, under the Belgian VAT Code, are considered to have been supplied in Belgium. If Edson’s Services are considered to have been supplied abroad, all fees quoted and invoiced do not include VAT, but such Services can be subject to VAT in the country where the client is located.

  • Administrative Overhead Costs, Disbursements and Expenses.

Our Service fees will be increased with a fixed office surcharge of 6% to cover our administrative overhead costs, such as secretarial work, IT, telecom and postal services. 

This fixed office surcharge does not cover the disbursements (such as judicial and procedural costs, other court fees and procedural indemnities), and other expenses (such as travel and accommodation costs, translation costs, costs of an expert, costs for creating a data room). Disbursements and expenses will be charged at cost in addition to our Service fees and our administrative overhead costs. 

  • Funds held by Edson.

Money held by Edson on behalf of a client will be placed in a third-party bank trust account held by Edson with a financial institution of its choice, in compliance with the rules of the Bar Association. 

  1. Invoicing and Payment.
  • Invoicing frequency and retainers.

Edson will issue invoices for Services and statements of expenses on a monthly basis. Where the monthly bill on a particular Service is less than EUR1,000, Edson may instead, at its own discretion, elect to carry forward such bill to the next month.  Edson may at its own discretion (for instance in light of the client’s financial situation, the client’s financial risk exposure in the matter concerned and/or Edson’s expected work volume) invoice a retainer fee covering Services and expenses that are reasonably anticipated to be accrued over the upcoming monthly billing cycle.

  • Payment Term and Place of Payment.

All invoices for Services and statements of expenses of Edson must be paid within fourteen (14) calendar days from the invoice or statement date.  To avoid fraud attempts via falsified invoices, hacking, cyber criminality, phishing or other means, please always double-check the bank account to which you are making your payment. Any payments to Edson fall due in Belgium, and should solely be made to the following bank accounts as also referenced on our invoices: 

ING account
IBANBE45 3631 3882 1689
BICBBRUBEBB
Bank van BredaIBANBE50 6451 0864 8018
BICJVBABE 22
  • Late payment interest.

Edson reserves the right to charge interest on invoices or statements that are not timely paid at on the basis of the legal interest rate for business transactions (“wettelijke interest bij handelstransacties”) as laid down in the Act of 2 August 2002 on combating late payments in business transactions.  This interest rate falls due automatically and without further notice upon expiry of the Payment Term. In case of a valid dispute of an invoice, the client is held to pay the undisputed balance in accordance with the payment terms set above.  Edson reserves the right to immediately terminate or suspend the Services if any due and non-disputed invoice or statement remains unpaid for sixty (60) calendar days.  

  1. Professional and Other Liability.
  • Professional Liability Limits.

The professional liability of Edson, whether arising in contract, negligence or otherwise, for any losses, damages, costs and expenses arising in respect of the Services performed by Edson, shall in no event, other than fraud on behalf of Edson, exceed coverage amounts and coverage conditions under our applicable professional liability insurance policy.  A copy of such policy will be readily provided to the client at the latter’s first request.

In any event, the client’s right of redress for any loss, damage, costs and expenses suffered or incurred by it as a result of the provision of the Services, shall be limited only to Edson.  The client agrees that it shall in no event, except as mandated by law, have a personal right of redress against Edson’s individual lawyers, governing bodies, or employees. The client undertakes to file any possible claim within 24 months from the date on which the event or circumstance allegedly giving rise to the claim was, or could reasonably have been, detected by the client.

  • Effects of Force Majeure.

Edson’s obligations to perform Services shall be automatically suspended in case of any circumstances that are reasonably (i) unforeseeable or (ii) insurmountable (“Force Majeure”).  Edson shall not be liable for any delay or failure to perform the Services where such delay or failure to perform arises from these circumstances and/or from Edson’s suspension of performance.

  • No Professional Liability for Third Party Failings. 

Edson shall not be liable for any act or omission occurring before the commencement of the Services. Edson shall be entitled to assume that the clients submits any documentation in a complete, accurate and up-to-date manner and that all matters have been properly and punctually attended to up to the commencement date of the Services by Edson. Liability for any loss, damage, cost or expense arising directly or indirectly out of the act or omission of the client or any third party is hereby excluded.

  1. Data Protection.

In the context of our performing our Services, Edson might process certain personal data, such as personal data relating to the client, the client’s representatives, employees, ultimate beneficial owners and contact persons. For further information about the way we process personal data, we refer to our Privacy Notice available on our website www.edsonlegal.eu.

  1. Confidentiality and Professional Secrecy.

Save as required by law or by the Code of Ethics for Lawyers, Edson will keep the client’s identity and affairs strictly confidential at all times unless the client permits disclosure, or the relevant information is already in the public domain.  Edson may however disclose a client’s identity and affairs to:

  • such of the client’s other professional advisers that are involved in any matter on which Edson is instructed. 
  • with the client’s approval: any other professional firm or other subcontractor/service provider to whom Edson may properly delegate aspects of any matter in order to provide a full range of legal and other services.

Advice and opinions given by Edson are covered by the duty of professional secrecy and are reserved for the exclusive use of those to whom such advice and opinions are addressed.  In addition, they may be subject to copyright and other intellectual property rights.  Any product of Edson’s Services released to the client in any form or medium is furnished by Edson on the basis that it is for the benefit and information of and use by that client only. These documents may not be copied, referred to, or disclosed, in whole or in part other than for the client’s own internal business purposes. Edson reserves the right to mention confidentially to the press or other source about its involvement in a transaction or proceedings for a client. Once the transaction or proceedings become public, such mention can be made in a non-confidential manner.

Edson is obliged by law to archive all files once the matter is closed. The original evidence or documents that have been entrusted to Edson are returned to the client. Archives are kept for a period of five years from the matter’s closing date and are automatically destroyed at the end of the five-year period.

  1. Conflict of interest.

Edson endeavors to carry out legal conflict-of-interest checks prior to the commencement of the Services, or as soon as possible thereafter in case of an urgent instruction by the client.  

The ethical rules allow, subject to strict compliance with the rules of professional secrecy, to accept matters for other clients whose activities could be competing with those of the client. Edson may also represent other clients (whose interests might conflict with those of an already existing client) in matters for which the already existing client does not consult Edson on a regular basis.  Edson is bound by any rules on conflict of interest that exceed those as laid down in the ethical rules of the Brussels Bar Association.

  1. Engaging Third Parties.

If third parties (including correspondent law firms, bailiffs, are called upon to provide services in connection with the work assigned to Edson or specialist advice on areas outside its expertise, Edson will, to the extent appropriate, consult with the client in advance and will exercise due care in selecting such third parties. Edson is not liable for any failure or default by any such third party in the latter’s performance of its services.

  1. Intellectual Property.

Edson will own the copyright and all other rights in all documentation provided to the client (in whatever form) except as specifically otherwise agreed. The client may make copies of such documentation for its own internal business purposes but must not provide the documentation or copies thereof to any third party, except on a need-to-know basis. Edson may develop or use for other clients any ideas, concepts, information or know-how reflected in any of the documentation provided to the client or otherwise developed during the course of providing Services.

  1. Information on our Website.

The Edson website (www.edsonlegal.eu) is intended for information purposes only. Nothing referenced on the Edson website is intended to create a law firm-client relationship or to render legal or professional advice for any specific matter. No client or reader should act or refrain from acting on the basis of any content on the Edson website without first obtaining matter specific legal and/or professional advice. 

  1. Anti-Money Laundering.

Under the law and the rules of the Bar Association, Edson must:

  • identify and verify the identity of its clients as well as the matter’s ultimate beneficiaries.
  • exercise continuous vigilance concerning elements that might be indicative of money laundering or terrorism financing.
  • if any money laundering or terrorism financing is suspected, report it to the President of the Bar Association who can inform the Financial Intelligence Task Unit about the facts of the suspicious matter or transaction. 

To comply with these identification and verification obligations, the client must submit the following information to Edson: 

  • if the client is a natural person: appropriate documents evidencing the client’s identity and permanent residence.
  • if the client is a legal entity: the entity’s articles of association or charter and the composition of the entity’s board of directors.
  • appropriate documents evidencing the identity and the permanent residence of the client’s agents or representatives.
  • the identity and the permanent residence of the ultimate beneficiaries of the matter or transaction and, if requested, appropriate documents evidencing their identity.
  • any eventual changes to any of the data in the documents mentioned above.
  • additional information and documents on clients and ultimate beneficiaries who hold public positions (politically exposed persons) or who have a family or economic link with such persons.

For each particular matter, Edson will request the required information and documents from the client in writing. Edson will keep this information for ten (10) years. Edson’s Privacy Policy and its general duty of professional secrecy applies to this information. 

If Edson does not receive from the client the required information completely and timely in order to fulfil its legal obligations, Edson may at any time refuse the matter, suspend or terminate its Services, and the client will not be entitled to any compensation as a result of such refusal, suspension or termination.

  1. Governing law and competent jurisdiction.

These General Terms and Conditions are governed by Belgian law. All disputes are to be submitted to the exclusive jurisdiction of the competent courts in Brussels.

The applicable law and competent courts apply to counterclaims, side claims, or claim for indemnification, without prejudice to the jurisdiction of any professional Bar Association that has authority over Edson.

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